Christidis v Chalari Wines Pty Ltd [No 2] - [2025] WASC 423

JURISDICTION     :   SUPREME COURT OF WESTERN AUSTRALIA
CITATION:   CHRISTIDIS -v- CHALARI WINES PTY LTD [No 2] [2025] WASC 423
CORAM:   GETHING J
HEARD:   2 OCTOBER 2025
DELIVERED          :   3 OCTOBER 2025
FILE NO/S:   COR 125 of 2025
BETWEEN:   Hayley Brooke CHRISTIDIS
Plaintiff
AND
CHALARI WINES PTY LTD
First Defendant
Alexi Evangelos CHRISTIDIS
Second Defendant

Catchwords:

Corporations - Application to wind up in insolvency following the appointment of a provisional liquidator - Whether contributory has standing - Turns on own facts

Legislation:

Corporations Act 2001 (Cth) s 459A, s 459P

Result:

Liquidator appointed

Category: B

Representation:

Counsel:

Plaintiff	:	Mr A McDonald & Ms B Powell
First Defendant	:	No appearance
Second Defendant	:	No appearance

Solicitors:

Plaintiff	:	Pragma Lawyers
First Defendant	:	No appearance
Second Defendant	:	No appearance

Case(s) referred to in decision(s):

Australian Securities and Investments Commission v Merlin Diamonds Limited (No 3) [2020] FCA 411
Low v Joondalup Golf Management (Aust) Pty Ltd [2023] WASCA 33

GETHING J:

On 14 August 2025 I made orders appointing joint and several provisional liquidators to Chalari Wines Py Ltd (Chalari), giving reasons which were reported as Christidis v Chalari Wines Pty Ltd [2025] WASC 330 (August Decision). I set out the background to the application in the August Decision which I adopt without repeating.
One of the provisional liquidators, Jerome Mohen, reported to the court in a report dated and filed on 10 September 2025 (PL Report). In the PL Report, the provisional liquidators expressed the opinion that it is likely that Chalari is insolvent. The plaintiff has now applied for an order winding up Chalari.
The plaintiff relies on her affidavit sworn 12 August 2025. She also relies on an affidavit affirmed on 17 September 2025, by Brenda Powell, a legal practitioner employed by her lawyers (Powell Affidavit).
On 2 October 2025 I made the following orders:
1.The plaintiff be granted leave under 459P(2) of the Corporations Act 2001 (Cth) (Act) to wind up Chalari Wines Pty Ltd (ACN 632 501 823) (Chalari Wines) in insolvency pursuant to 459A of the Act.
2.Pursuant to 459A of the Act, Chalari Wines be wound up in insolvency.
3.Jerome Hall Mohen and Gregory Bruce Dudley of RSM Partners, Exchange Tower, Level 32, 2 Esplanade, PERTH WA 6000, be appointed joint and several liquidators of Chalari Wines.
4.Pursuant to s 467(3)(b) of the Act and r 5.6(1) of the Supreme Court (Corporations) Rules 2004 (WA), the requirement to advertise the application under s 465A(1)(c) of the Act and r 5.6 of the Corporations Rules be dispensed with.
5.Pursuant to s 467(3)(b) of the Act, the requirement that the application be served on Chalari Wines under s 465A(1)(b) of the Act be dispensed with.
6.The costs of the provisional liquidation and the costs of this application be costs in the liquidation of Chalari Wines.
My reasons for making these orders follow.
Pursuant to Corporations Act 2021 (Cth) (CA) s 459P(1)(c), a contributory may apply to the Court for a company to be wound up in insolvency. For the reasons set out at [21] to [24] of the August Decision, the plaintiff has standing as she is either a contributory, or someone who alleges that she is a contributory, of Chalari.
Given the background set out in the August Decision, which is confirmed and elaborated upon in the PL Report, the plaintiff readily satisfied me that she should have leave to make the application pursuant to CA s 459P(2)(b).[1] There is at least a prima facie case that Chalari is insolvent.[2] There was no basis to exercise the residual discretion to decline leave.[3]
[1] Low v Joondalup Golf Management (Aust) Pty Ltd [2023] WASCA 33 [67] (Buss P and Murphy JA) (Low).
[2] CA s 459P(3).
[3] Low [67].
The power of the court to order an insolvent company to be wound up in insolvency is set out in CA s 459A.
In the PL Report, Mr Mohen reports that Chalari:
(a)cannot pay its debts and has current outstanding obligations;
(b)cannot trade;
(c)has significant liabilities of at least:
(i) $277,622 in unsecured creditor claims; and
(ii) $60,000 to $160,000 in secured creditor claims;
(d)has continuing liabilities; and
(e)has a lack of working capital.
Mr Mohen concludes:[4]
Based on my preliminary findings in this report, an appropriate outcome for the Company is that it is placed into liquidation on the grounds of insolvency.
I consider the financial position of the Company, the current incapacity of the Director, and the lack of knowledge by Ms Christidis in all aspects of the business, including financial, production and trade activities, does not allow the Company to continue to carry on its business.
In the absence of an immediate injection of capital to satisfy the Company’s current outstanding obligations and facilitate payment of the ongoing financing and lease payments, I consider the Company to be insolvent.
In this regard, I consider that the most appropriate outcome for the Company and its creditors would be for Mr Dudley and myself to be appointed as Joint and Several Liquidators of the Company. Placing the Company into liquidation will allow a Liquidator to realise the assets of the Company on a commercial basis for the benefit of creditors and allow creditor claims to become crystalised.
…
Given the matters raised in this report, I consider the appointment of a liquidator to be time sensitive
[4] PL Report, page 16.
There is no suggestion in the evidence that Chalari is going to receive any injection of capital, immediate or otherwise. To the contrary, Mr Christidis (the second defendant and sole director) does not object to the orders sought by the plaintiff.[5] Accordingly, I was satisfied that Chalari cannot pay all its debts as and when they become due and payable and is thus insolvent. It was insolvent when the winding up application was filed and it remained insolvent as at the date of the hearing on 2 October 2025.[6]
[5] Powell Affidavit, par 6, annexure BP-3.
[6] Low [55].
Having come to that conclusion, there is no reason, let alone a compelling reason,[7] to decline, in the exercise of the court’s discretion,[8] to order the winding up of Chalari. The public interest ordinarily requires that an insolvent company be wound up to prevent it from incurring further debts.[9] That is so in the present case.
[7] Australian Securities and Investments Commission v Merlin Diamonds Limited (No 3) [2020] FCA 411[38] (O’Bryan J) (Merlin).
[8] Low [63].
[9] Low [62].
Mr Mohen and Gregory Dudley both filed consents to act as registered liquidators of Chalari.
For these reasons, I made the orders in [4].
The plaintiff, as an alternative, also sought an order that Chalari be wound up on the ground that it would be just and equitable to do so. Given that it there was ample evidence that the company was insolvent it was sufficient for me to wind it up in insolvency. However, there was also ample evidence to wind up Chalari on the just and equitable ground. This evidence supports the conclusion that the appropriate exercise of the court’s discretion was to wind up Chalari in insolvency.[10]
[10] Merlin [39].

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.
OS
Associate to the Honourable Justice Gething
3 OCTOBER 2025